John Pfeifer
OSHKOSHAbout John Pfeifer
John C. Pfeifer (age 59) is President, Chief Executive Officer and a director of Oshkosh Corporation, roles he has held since April 2021; he joined Oshkosh in 2019 and previously served as President & COO (May 2020–April 2021) . Under Oshkosh’s 2024 performance, revenue grew 11.1% to $10.73B, operating income rose 21% to $1.01B (9.4% margin), and diluted EPS increased 14% to $10.35, with year-end backlog of $14.7B, supporting the pay-for-performance framework used in his incentives . Pfeifer serves on the Oshkosh board (non‑independent as CEO) and is a current public director at James Hardie Industries plc; he is a former director of The Manitowoc Company, Inc. . Oshkosh’s board is majority independent with an independent Chair separate from the CEO, and independent directors held five executive sessions in 2024, mitigating dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oshkosh Corporation | President & Chief Executive Officer | Apr 2021–present | CEO during period of revenue, OI, EPS growth and $14.7B backlog supporting long-term outlook . |
| Oshkosh Corporation | President & Chief Operating Officer | May 2020–Apr 2021 | Executive leadership during post‑pandemic recovery and operational execution . |
| Oshkosh Corporation | EVP & Chief Operating Officer | 2019–2020 | Enterprise operations leadership . |
| Brunswick Corporation (Mercury Marine) | President, Mercury Marine | 2014–2019 | Drove share gains via innovation, product development, and lifecycle services M&A . |
| Brunswick Corporation | VP Global Operations | 2012–2014 | Global operations leadership . |
| Brunswick Marine EMEA & Asia Pacific | President | 2008–2012 | International growth and regional leadership . |
| ITT Corporation; Milacron, Inc. | Executive/General Management roles | N/A | Broadened industrial leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| James Hardie Industries plc | Director | Current | Current public directorship . |
| The Manitowoc Company, Inc. | Director | Former | Former public directorship . |
Fixed Compensation
Multi-year CEO compensation (as reported in the Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,045,001 | 1,091,539 | 1,193,078 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 5,004,740 | 6,250,252 | 8,500,278 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Comp ($) | 214,998 | 2,970,551 | 2,545,317 |
| Change in Pension Value/NQDC ($) | — | — | — |
| All Other Compensation ($) | 95,506 | 123,818 | 307,868 |
| Total ($) | 6,360,245 | 10,436,160 | 12,546,541 |
Notes:
- Base salary adjustments for the CEO were 5.3% effective 3/1/23 and 10.0% effective 3/1/24 .
Performance Compensation
Annual incentive plan (AIP) design, targets and outcomes for 2024 (CEO):
| Metric | Weighting | Target | Actual | Payout ($) | Payout vs Target | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Consolidated Adjusted Operating Income (OI) | 70% | $1,000M | $1,129M | 2,206,910 | Included in 141.9% total | Annual cash after year-end |
| Consolidated Free Cash Flow Conversion (FCFC) | 30% | 70.0% | 44.0% | 338,407 | Included in 141.9% total | Annual cash after year-end |
| Total AIP | 100% | Target $1,793,361 | — | 2,545,317 | 141.9% | — |
Additional AIP details:
- CEO target opportunity: 150% of base salary (threshold 75%, max 300%) .
- 2024 consolidated OI and FCFC definitions included specified adjustments for acquisitions; OI margin test for above-target payouts was met (10.5% consolidated) .
Long-term incentives (LTI) granted 2/19/2024:
| Award Type | Weighting | Grant Date Fair Value ($) | Target/Granted Shares | Measurement Period | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| Performance Shares – Relative TSR | 25% of LTI; 50% of PSUs | Included in total | Part of PSU target 34,066 | 3 years to 12/31/2026 | 0%–200% of target; payout cap at 400% of target value at 50th percentile | Cliff after 3 years; pro‑rata on qualified retirement |
| Performance Shares – Relative ROIC | 15% of LTI; 30% of PSUs | Included in total | Part of PSU target 34,066 | 11 quarters to 9/30/2026 | 0%–200% | Cliff after 3 years; pro‑rata on qualified retirement |
| Performance Shares – Sustainability (Female leadership, US BIPOC leadership, GHG) | 10% of LTI; 20% of PSUs | Included in total | Part of PSU target 34,066 | To 12/31/2026 with stated target ranges | 0%–200% | Cliff after 3 years; pro‑rata on qualified retirement |
| Restricted Stock Units (RSUs) | 50% of LTI | Part of $8,500,278 total | RSUs 39,117 | Time-based | N/A | Vest over up to 3 years |
Grant summary (CEO 2/19/2024): AIP target $1,793,361; PSUs threshold 17,033, target 34,066, max 68,132; RSUs 39,117; total grant date fair value $8,500,278 .
Interim PSU performance to date disclosed (not final): 2024 TSR PSU tracking at 51% of target; 2024 ROIC PSU at 153%; 2024 Sustainability components: Female 0%, BIPOC 200%, GHG 200% (as of disclosure) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares of Common Stock Beneficially Owned | 116,365 shares; <1% of outstanding . |
| Stock Units Beneficially Owned (includes RSUs 2022–2024 and Deferred Comp units) | 84,736 units . |
| Options – Exercisable | 9,950 options @ $90.28, expiring 11/18/2029; all options outstanding for NEOs were fully vested as of 12/31/2024 . |
| Unvested RSUs (Count; Market Value at 12/31/2024 price $95.07) | 71,024 units; $6,752,252 . |
| Unearned PSUs (Target/Outstanding; Payout Value) | 94,771; $9,009,879 (payout value metric) . |
| Upcoming RSU Vesting (dates/shares) | 2/19/2025: 13,201; 2/20/2025: 11,777; 2/21/2025: 7,863; 2/19/2026: 13,202; 2/20/2026: 11,779; 2/19/2027: 13,202 . |
| Hedging/Pledging | Prohibited for directors and officers; company policy bars hedging and pledging . |
| Ownership Guidelines (CEO) | 6x base salary; in compliance as of 2/28/2025 . |
Employment Terms
| Term | CEO Provision |
|---|---|
| Employment Agreement | No fixed-term employment contract; general policy is no employment contracts . |
| Severance (non‑CIC) | Separate CEO severance agreement: ~2x salary and target annual incentive plus welfare benefits upon termination without cause or for good reason, subject to release . |
| Change-in-Control (CIC) | KEESA; double trigger required. Cash of 3x base salary and bonus; continuation of life/medical/dental and other welfare benefits and outplacement for up to 3 years; no excise tax gross‑up (best‑net cutback) . |
| Non‑Compete/Non‑Solicit | KEESA includes non‑compete for 18 months post‑employment; confidentiality obligations; board can waive . |
| Clawback | Recovery policy applies to incentive comp tied to financial reporting measures in the event of an accounting restatement; mandatory recoupment of erroneously awarded comp . |
| Potential Payments Illustration (as of 12/31/2024) | Change in control and termination without cause/good reason: total pre‑tax benefit $26,048,837; details include cash termination payment $12,541,653; pro‑rata AIP $1,793,361; unvested equity values (PSUs $4,695,294; RSUs/options $6,752,252); welfare/outplacement/legal benefits . |
Board Governance (Director Service, Committees, Independence)
- Oshkosh Board Service: Director since 2021; not independent (as CEO) . Receives no extra compensation for board service (CEO compensation only) .
- Committee Roles at Oshkosh: None listed for the CEO; board committees (Audit, Human Resources, Governance) are composed of independent directors; committee memberships and chairs disclosed (e.g., Audit Chair Duncan J. Palmer; HRC Chair Keith J. Allman; Governance Chair Kimberley Metcalf‑Kupres) .
- Independence and Structure: All nominees except the CEO are independent; Board held five meetings and committees held 16 meetings in 2024; independent directors met in executive session five times; independent Chair presided (separate from CEO) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($B) | 9.66 | 10.73 |
| Operating Income ($B) | 0.838 | 1.01 |
| Operating Income Margin (%) | 8.7% | 9.4% |
| Diluted EPS ($) | 9.08 | 10.35 |
| Consolidated Backlog ($B, year-end) | — | 14.7 |
| Capital Returns ($M) | — | 236 (dividends $120M) |
Say‑on‑Pay support: 95.5% approval at 2024 Annual Meeting for 2023 NEO compensation .
Major initiatives referenced: Launch of USPS Next Generation Delivery Vehicle, acquisition of AUSA, and market‑leading technology investments supporting long‑term growth plans .
Compensation Structure Analysis
- Mix and leverage: CEO’s target total direct compensation skews toward variable pay (annual incentive and LTI), consistent with pay for performance .
- AIP metric refresh: Replaced Days Net Working Capital with Free Cash Flow Conversion in 2024 to emphasize cash generation quality; maintained adjusted OI; payout caps and threshold OI margin safeguard risk .
- LTI rigor: 50% PSUs with relative TSR and ROIC plus sustainability scorecard; 3‑year vest; 200% caps and an additional 400% value cap on TSR awards mitigate windfalls; double‑trigger CIC vesting .
- Governance safeguards: No single‑trigger CIC; no excise tax gross‑ups on new agreements; robust clawback; prohibition on hedging/pledging; ownership guidelines (CEO 6x salary) met .
Director Compensation (For completeness on governance quality)
- CEO receives no additional board fees; non‑employee directors receive cash retainers and annual stock grants (approximate 50th percentile vs market per Mercer) .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (mitigates alignment risk) .
- CIC Protections: Double‑trigger only; best‑net cutback (no tax gross‑ups) reduces shareholder‑unfriendly optics .
- Clawback: Mandatory in case of restatement (post‑SEC rules) .
- Perquisites: Limited; board‑approved use of company aircraft by CEO to attend external board meetings in 2024 noted (monitor optics) .
- Say‑on‑Pay: Strong support (95.5%) suggests limited shareholder concern on pay design .
Equity Vesting & Potential Selling Pressure
- Near‑term RSU vesting (potential supply): 2/19/2025: 13,201; 2/20/2025: 11,777; 2/21/2025: 7,863; 2026 tranches on 2/19 and 2/20 totaling 24,981; 2/19/2027: 13,202 .
- Outstanding unvested equity: RSUs 71,024 ($6.75M at $95.07); PSUs 94,771 payout units ($9.01M metric value) as of 12/31/2024 .
- Options: 9,950 @ $90.28 expiring 11/18/2029 (fully vested) .
Compensation Committee & Consultant
- Human Resources Committee members and alternate disclosed; met four times in 2024 .
- Mercer serves as the independent executive/board compensation consultant; the committee assessed and affirmed Mercer’s independence; company also engages Mercer for unrelated services via separate teams .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 AIP paid at 142% on robust adjusted OI despite FCFC undershooting target, while LTI uses relative TSR/ROIC plus sustainability with rigorous caps and three-year vesting, supporting long-term alignment and reducing windfall risk .
- Retention risk is moderate: Significant unvested RSUs and multi-year PSUs, upcoming vest tranches, and a separate 2x severance (non‑CIC) plus robust CIC protections (3x double trigger) provide meaningful stickiness, though notable RSU vesting in early 2025–2026 could create incremental selling supply to monitor around vest dates .
- Governance quality is solid: Independent Chair, majority independent board/committees, clawback, anti‑hedge/pledge, and strong say‑on‑pay (95.5%) reduce governance discount; CEO is non‑independent by role but not Chair, limiting dual‑role concerns .
- Alignment and ownership: CEO meets 6x salary ownership guideline and is prohibited from pledging; beneficial ownership <1% plus sizable unvested equity ties outcomes to shareholder value creation over a multi‑year horizon .